The Last Face Twelve Saw
by smoltastic
Summary: The Doctor is about to regenerate, but not before the TARDIS brings him to see the first face he saw for the last time. The only problem is, he doesn't remember the first face he saw.


**The Last Face Twelve Saw**

The door opening and closing inadvertently broke the silence in the empty diner.

Clara was sat in one of the corner most booths with her feet up the table, reading a magazine she had found lying around in her TARDIS. She was deeply engrossed in an article about the best ways to style your hair when the disturbance which reverberated through the diner made her shift her glance away from the magazine.

She couldn't see who it was from where she was sitting, but the tentative footsteps which were getting closer signalled to her that it was a lone customer.

"Sorry, we're closed now!" Clara exclaimed without looking up from her magazine. She distinctly remembered flipping over the sign outside so that it now read "CLOSED". Do people these days not bother reading signs?

"Then why have you still got the lights switched on?"

Clara froze. She'd recognise that delightfully Scottish accent anywhere in the Universe.

Dropping the magazine which had become slack in her hand, Clara lifted her feet off the table and quickly got up. She smoothed down her apron and turned to face her tall, greying visitor.

He looked tired, she noted. Far more than she was used to seeing him. Weaker too. His unruly silver-grey hair had somehow managed to get further out of control, which she never thought was possible. Nevertheless, he still looked the same.

Seeing him stand there with his unkempt eyebrows furrowed, she realised then how much she truly missed her mad man. It had been so long since she last saw him. All Clara wished she could do then was to rush forward and hug him. Hug him till he was so out of breathe, he'd have to unwillingly regenerate. But the Universe was cruel and wouldn't allow her to do as she wished.

She finally resorted to just smiling.

"I-I suppose you could be our last customer for the day," she heard herself say, surprisingly chirpy.

"Please, have a seat," she continued, motioning towards one of the many empty barstools at the counter.

He claimed one of the barstools and Clara went around the counter so that she was now facing him.

"So, what can I-"she stopped mid-sentence when she noticed flecks of gold light faintly radiating off his left hand resting upon the countertop. 'Oh my god, is he-?' It would explain why he looked so weak.

"Are you alright, sir?" she asked, looking pointedly at his left hand, which he tightly clenched into a fist and unclenched again. 'Of course he's not alright, he's bloody regenerating' thought Clara. She wasn't prepared to watch him regenerate right in front of her eyes again. It was harrowing enough the first time.

"Ah, it's just a silly little trick my body does from time to time. Nothing to worry about," he said, casually waving his left hand about.

"What, like a magic trick?"

"Yeah, just like a magic trick," he replied, looking up to catch her eyes.

Clara forgot from the last time he stepped into her TARDIS/diner, how agonising it was to look into those silvery blue eyes, which once held so much love and adoration for her, now were devoid of any emotion. As if she were merely a stranger and they didn't run around the stars together.

"You're not really good at this er-," he began after a few awkward seconds of silence and flapped his hands about, "-waitressing thing, are you?"

"Oh right sorry I, er- what can I get ya?" Clara said breaking out of her trance and plastering a smile on her face again.

"Can I get something to drink?"

She pushed the open menu resting on the counter towards him and said, "Sure, we've got-"

"Surprise me," he said without even glancing at the menu. "But nothing with pears please. I can't stand pears. Never could."

"Right then! A surprise drink, minus the pear, coming right up!"

"Oh and just call me the Doctor," he said as Clara turned round on her heel to start working on his order.

"I know," she replied back nonchalantly.

There was a long pause after that.

"We've met before, haven't we?" the Doctor started slowly.

"I think I was here with Amy and Rory and…" another pause, probably perusing his brain for the specific memory, and, "No, Wait! You're the waitress!" The doctor exclaimed excitedly, pointing at Clara.

Clara's back was still turned on him and she just smiled sadly as she poured his drink in a tall glass.

"You're the waitress I talked to at… Utah?"

'How long had it been for him?'

"Nevada, actually." she said, turning and walking towards the counter. That's all she was now. The waitress from Nevada. How pathetic.

"Nevada… huh." the Doctor said looking at her, somewhat unconvinced. Her diner was currently definitely not in Nevada but whether he realised this or not, he didn't mention it. Clara silently thanked the heavens for that.

"You know, I never quite caught your name-"

"Here's a Raspberry Lemonade for you," said Clara, placing his drink with a red and white pinstriped straw jutting out of it on the counter in front of him. "No pears, I promise."

He took a small sip out of his drink and Clara smiled when he raised his gnarly eyebrows in approval.

"So, did you find her? Your friend?" she asked, her elbows resting on the counter.

"Which friend?"

She tried not to let her eyes well up in tears at his question and his look of utter confusion that followed it. 'He didn't forget me completely, did he?'

"Er, Clara. The friend you told me about last time you were here, remember?" she tried again. How her voice remained so steady was something she would never be able to explain.

"Ah Clara! Clara…" he said, a bittersweet smile etched on his wrinkled face. "No, I-er never found her after that," he said, his eyes downcast and Clara almost let out an audible sigh of relief.

The Doctor continued, "But I am under the impression that wherever she is, whatever she's doing, she's happy."

"How can you be so sure?" she asked, her voice quiet.

He looked up to find Clara waiting for him to reply with a quizzical look in her eyes.

"Because that's the kind of person she was," he said, holding her gaze.

Just like the last time, he almost felt like she was an old friend he could confide everything to. It was her doe-like eyes, he reckoned.

He finally looked away and started playing with the straw in his drink.

"I may not remember what she looked like. Or how she smiled. But her spirit… her spirit is something I can't forget. Memories can't be memories without emotion. They need emotion to attach to. Physically, I don't remember her at all. But the things she would make me do, or how she would make me feel… those are things I will never forget. I don't need to know what she looked like. She had a beautiful soul and that's all I care about now. And she's probably happy with whatever she's up to. No, no. She's definitely happy with whatever she's up to."

A calming silence followed, the only sound that could be heard was the slurp slurp of the Doctor drinking his lemonade.

"You're right, I think she's happy. She probably misses you too though. A lot. You forgot her, but she didn't. She remembers every single thing about you. Not a day goes by where she doesn't think about you… wishing she could travel to the stars with you again, maybe for one last time."

The Doctor laughed softly, "You sound like you know her."

"Oh believe me, I think I do," she said with a small smirk. 'Oh if you only knew.'

This time however, both of his hands started radiating gold light. Clara reminisced the time she witnessed her younger, bow-tie wearing Doctor change into the older man sat right in front of her. She was terrified back then; now she couldn't imagine anyone else as the Doctor but him.

The Doctor slammed his fists on the counter and she jerked up in surprise.

"What about you? What have you been upto since my last run-in here?" the Doctor continued as if nothing had happened.

"Nothing much, really. Just travelling around, seeing new places, that sort of thing," she said, now going back around the counter and sitting on the barstool next to him.

She noticed how this picked his curiosity. "Travelling? Alone?"

"Actually, I've got erm… a friend. She's really cool. And I like travelling with her."

"A friend?" the Doctor teased, his eyebrows raised suggestively.

"Yes! A friend," she huffed out, feeling a blush rise up her cheeks. Clara and Me had gotten a lot closer during their travels together. Me liked to refer to them as ' Outerspace Girlfriends' whilst Clara found the term unnecessarily silly.

"Have you made any new friends since then?" she asked, desperate to bring the spotlight back on the Doctor.

"Her name was Bill. She was cool too," he replied with a smirk on his lips.

For some reason, the thought of someone else taking her place next to the Doctor made her stomach churn. It was silly and unreasonable to be jealous but she couldn't help herself.

"Sorry, was?" she asked, trying not to sound inappropriately pleased.

"I lost her too," the Doctor said quietly, looking mournfully at his almost empty drink.

"Gosh, imagine looking into your lost and found collection," she said trying to lighten up the mood and immediately regretting it for sounding insensitive.

"Nothing's really lost if it's found again," he muttered.

"Did you go back to Space Glasgow?" asked Clara, trying to change the subject.

He was silent again. Clara almost wondered if he had heard her at all and then with a forlorn look in his eyes he said, "I haven't, but I should, shouldn't I? Maybe that's what the new Doctor should do."

'The new Doctor'. It finally dawned on her; her Doctor was going to change into a new doctor very soon.

She noticed his hands were trembling again.

"No crazy stories to tell me this time around?" she asked hopefully.

"Not today, no. Maybe I should come around again for that?" He smiled meekly and got up on shaky legs, fishing something out of his pocket. She got up too, fidgeting with the hem of her apron.

"You won't see me again. Atleast not with me looking like this. It's kind of complicated actually, the mechanics-"

He was cut off; the wind suddenly knocked out of him as Clara flung her arms around his neck.

She wasn't going to see him again. Maybe the Doctor, but not him. Not her Doctor. Not her silver-haired, silly old Doctor with his silly old eyebrows capable of taking bottle caps off.

She hugged him tight, inhaling his familiar scent and savouring every second of it. If she hugged him hard enough, it almost felt like she was never apart from him. She hadn't even realised when she had started to cry.

He was caught off guard but found a sudden peace hugging the waitress in the middle of the empty diner. He never liked hugs, but hers felt familiar, like as if she were an old sonic screwdriver he hadn't held in a long time. His body was surging with an unknown strength; replacing the strength which was currently being drained from his regeneration process.

His hand, placed delicately on her back, started glowing even brighter than before. No, not this time. He was not going to go through with his again. He was not going to regenerate. Why couldn't he, just for once, be a normal man hugging a pretty waitress in her strange diner? But this wasn't just any ordinary diner, was it? And she definitely was no ordinary waitress.

He could feel his body getting heavier, every cell in his body trembling with excitement. He reluctantly let go off her.

"I'm sorry, I don't know what came over me-"

"You're crying?" he asked, even though it sounded more like a statement than a question.

Clara's hands flew to her tear-stricken face, embarrassed he saw her cry.

The Doctor placed something on the counter, squeezed her shoulder affectionately one last time and began to walk towards the door.

Clara stood there glued to the spot, her hand on the shoulder which he just squeezed, not really ready to say goodbye.

"The TARDIS normally doesn't take me just about anywhere when I'm like this," he said.

He was at the door now, "And this isn't really Nevada, is it?"

She finally spoke up, her voice a little chocked up, "Wh-what d'you mean?"

He turned around to face her one last time, a wistful smile adorning his wrinkled features. He looked like he was about to collapse any moment now and yet, he had a twinkle in his eye.

"I'll see you around, impossible girl with her impossible diner." And with that he walked out.

Clara finally managed to shake herself out of her stupor and clumsily stumbled towards the glass door. She saw him trudging towards his TARDIS, which was parked only a few yards away, each step getting a little weaker than the one before. She wished he would turn around so that she could look at him one last time, but he didn't.

She closed her eyes as she heard the familiar humming of the TARDIS from the distance, letting the sound lull her as she finally let out a huge sigh she didn't know she was holding in.

* * *

"Look at what lover boy got you!" the voice of Me rung out through the diner.

Clara turned around in surprise to see Me standing there in her worn out leather jacket with both of her hands held up. She had a hundred dollar bill in one hand and a pair of black sunglasses in the other.

His old sonic sunglasses.

She couldn't remember the last time she smiled so hard.

* * *

 **A/N: Hope you enjoyed this little thing I came up with when re-watching 'Hell Bent'! I feel like no Doctor's era is complete without him seeing the first face he saw for the last time, and this is just my take on something that could possibly happen.**

 **Regarding the 100 dollar bill, I'm pretty sure the Doctor has no idea about human currency and he just assumed that was "enough" to cover for the drink.**

 **Anyways, don't forget to leave a review!**


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